Old Friends Made New
by Coru
Summary: The Ninth Doctor, Rose, Mickey and Sarah Jane Smith work together to uncover the strange behaviours at Deffry Vale High School....AU reworking of School Reunion, in 'A Man Who Wasn't There' series.
1. Chapter 1

Disclaimer: BBC owns all.

Huge thanks to Bonnie for beta reading!

* * *

The excited buzz of early morning chatter filled the classroom as half a dozen different and utterly vital conversations took place. Quiet laughter rang out from a small cluster of girls, making a small cluster of boys across the room turn visibly uncomfortable.

The door opened and the students scattered, running for their desks and managing to present an image, if not a reality, of perfect behaviour.

The heavy sound of steel-toed boots against linoleum heralded the arrival of the teacher; a large, black leather briefcase was tossed upon the desk and a brilliant smile and slight wave were flashed at the class.

"Hello!"

There was a murmur of acknowledgement. He chuckled slightly and opened the briefcase; long fingers reached into the depths and pulling out a thick text to drop rather loudly upon the polished wood. He leaned casually against the front of the desk and grinned. "Right then, you lot, what do you know?"

Silence.

He pointed to a curly-haired boy in the front row. "You, what've you been coverin'?"

He hesitated. "The French revolution," he answered, glancing at his neighbour for confirmation.

"Fantastic," he grinned. "Right then, who can tell me...when Louis XVI was executed?"

Just one hand went up. He pointed to the dark-haired girl in the second row. "What's your name?"

"Melissa," she replied primly. "He was executed on January the 21st, 1793 by guillotine."

"Exactly," he nodded happily. "Can anyone list three of the causes for the revolution?"

Once again, Melissa's hand was in the air. He folded his arms and nodded.

"Economic because the poor were over-taxed and couldn't afford to eat, social because the rich weren't and could, and religious because the lower classes were Protestant and the upper were Catholic."

"Right," he tilted his head. "Who founded the French monarchy?"

"Hugh Capet started the male-line family that ruled from 987 to 1792, but the founding of French rule is usually attributed to Charlemagne in the mid-eighth century."

"How did the Great Fire of Rome start?"

"Nero wanted a new capital so he set fire to the city."

The Doctor stared.

* * *

Early afternoon light filtered through thin blinds upon a tall, u-shaped counter. The room was well-lit, bright and with walls that proclaimed any number of possible academic opportunities on colorful posters and brochures.

The room's residents were varied in stature and attitude, but entirely female. At the back of the room, there was a rather impressive and perfectly organized — if cluttered — desk, where generally sat a wiry woman who genuinely and rightly believed herself the most important person in the school. Although few ever saw the details of her tasks, it was well-accepted that their little world would cease to function if she were not able to complete them. That woman was called Bernice, and every person in the school, faculty or student, feared her.

Behind the counter, lacking desks of their own, stood two younger women. The shorter of the two, a pretty, dark-skinned girl with elaborately braided hair, was checking identification of a third woman who stood quite comfortably on the visitor's side of the counter.

The second girl behind the desk — slightly taller, with hair in a long French-braid down her back — was busy trying not to look interested in the works of the first while checking the appointment log.

"Yes," the older, brunette woman said patiently. "Sarah Jane. Smith. All three names."

"Sorry," the blonde shot a nervous smile. "Only my second day, still working on using the computers."

"Quite all right," Sarah Jane Smith smiled back, gently. "I remember those days myself. No rush."

"I've got her checked in," the dark-haired girl said cheerfully. "Gonna take my lunch, back in a bit."

"Okay," the blonde sighed a bit as her co-worker darted out of the office. "No, got no problem waiting an hour to go myself, hop on ahead," she muttered sourly. She shook her head and smiled again at Sarah Jane. "Sorry, didn't mean to grumble. Looks like you check out, appointment and all."

"Oh, good," Sarah Jane nodded. She smiled again. "Is Mr. Finch ready? If this is a bad moment, I would be happy to interview some of the other staff."

"He should be done in a mo'," she replied. "Anyway, I think class is still in; you'll have to wait until lunch to catch most of the teachers."

"Oh, of course," Sarah Jane murmured. She brightened a bit and glanced around. "You' said you've just started, have you noticed anything unusual? Haven't there been an awful lot of children out ill?"

The blonde tilted her head and half-frowned. "A few, yeah," she paused, her gaze turning a bit suspicious. "What sort of article did you say you were writing?"

"Oh, just a profile," Sarah Jane replied airily.

"Right," she looked down at the desk. An awkward silence descended. "Um, if you want to just take a seat over there, Mr. Finch should be here soon. We got a couple magazines too, just brochures mostly but it's somethin' to read."

"Yes, thank you," she nodded and moved to one of the plastic chairs against the far wall by the door, picking up a few pamphlets as she went.

The door squeaked open suddenly, making them both jump. A dinner plate, well-loaded with chips, appeared, followed quickly by a grinning face. "Hungry, Rose?"

She nodded, nearly sagging with relief. "I was _starving_, Takara's only just left and I won't get a break till she's back."

"Thought as much," he sat the plate on her counter and leaned on one elbow. "Can't have you passin' out from starch-and-grease depletion, go on then."

She picked one up and paused before biting into it. "What's wrong with 'em?" She demanded suspiciously, putting the chip back on the plate.

"Wrong? What d'you mean wrong?" His expression was the picture of innocence.

She rolled her eyes. "Every time we go for chips you make me pay and steal half of mine besides. If you don't want them, there's something wrong with 'em."

"I'm hurt!" He folded his arms across his chest. Rose smirked and looked pointedly at him, and he grinned. "Ah, well. They're a bit...strange. Not bad, just...strange."

"Knew it," she picked one up and took a bite, her eyes rolling back ecstatically. "Oh, I don't care; they're gorgeous. God, I was so hungry. All we got back here are old jelly babies, 'cause Bernice only eats the orange ones and gives the rest to the kids."

"Wouldn't eat too many if I were you, those things can scramble your sad little brains," he grinned at some personal joke that she didn't follow — which was hardly unusual. She grabbed another chip, grinning back. "Trust me -"

"If you say 'trust me, I'm a doctor', I will smack you," she warned him, waving her fried treat threateningly.

"Wouldn't dream of it," he stole the chip from her hand and popped it in his mouth, ignoring her irritated 'oi!'

"Oh," she straightened and sighed, frowning slightly. "Gran's in town, Mum wants us to stop by and say hello. Apparently she thinks Mum's coverin' up and I've run off to be a stripper or something."

"Not gonna to happen," He folded his arms grumpily. "I am not visitin' your mother, Rose. You want to go, you know the bus route."

"C'mon, she puts up with a lot from us, she doesn't ask much," she wheedled.

"Your mother is the single most horrifying creature in the universe and believe me I'd know. Nothin' doin'."

"You say that, you haven't met Gran," Rose muttered under her breath. She glanced up at him slyly. "Mum promised she wouldn't kiss you again, if that's what you're scared of."

"Excuse me, I was tryin' to forget that."

A quiet voice giggled by the door; Rose winced and looked over the Doctor's shoulder sheepishly.

"Oh, sorry Ms. Smith," Rose smiled a bit weakly. "I'm just unprofessional today, aren't I? Hope you don't put that in your article."

"No, you're quite all right," she chuckled softly. The Doctor went suddenly rigid and cautiously turned around. Sarah Jane was still smiling. "I was just thinking how sweet the two of you are. Have you been together long?"

Rose frowned for a moment, then jumped, shook her head and choked on a chip all at once. "No! We're not — we're just — no!"

The Doctor barely seemed to register their words, as a slow and more than slightly giddy smile was creeping across his face.

Sarah Jane blushed and stood, shaking her head. "I'm sorry, I just assumed — oh, I rely on my powers of observation too much, too many years of journalism I suppose. I'm Sarah Jane Smith," she introduced herself with a smile, extending a hand to the Doctor.

"Fantastic," he agreed, nodding. Rose poked him in the ribs and he jumped, shaking Sarah Jane's hand enthusiastically. "Yes! Oh, right. John Smith, me. History teacher."

Sarah Jane pulled her hand loose after a moment, laughing softly. "John Smith?" She repeated, her smile turning a bit nostalgic. "I used to have a friend who sometimes went by that name."

"'S a good name," he nodded, still looking for all the world like a little boy who had just been told he could have Christmas and his birthday all at once this year.

"He was a very good man," she glanced away with a small sigh, then shook her head as she turned back to the Doctor. "Have you worked here long, Mr. Smith?"

"No," Rose answered first, shooting him a strange look. "He started yesterday, same as me."

"Oh," there seemed a significant emphasis on the word, and the Doctor jolted a little, finally coming out of his shock.

"You're writing an article?" He prodded, leaning forward a bit with a fair bit of pride in his voice.

"Yes," Sarah Jane nodded. "A...profile, if you will, on the school and its new techniques. I wonder, what do you think of them? Aren't they a bit odd? Children getting ill and so on?"

"You're not just writing a profile," he grinned. "Investigating...that's just fantastic."

"Well, it's nothing out of the ordinary," Sarah Jane hedged a bit, taking a few steps away. "Ah, miss, would you mind terribly attempting to contact Mr. Finch? I believe he has forgotten me."

"Oh, I can't imagine that," the Doctor murmured under his breath as Rose picked up the phone. "Unforgettable, you. My Sarah Jane Smith."

The others didn't seem to hear him, and soon Sarah Jane was leaving the small room to meet the headmaster.

The Doctor watched her go with unabashed fascination. He let out a deep breath as he turned back to Rose and picked up one of the now-cool chips.

She raised an eyebrow at him. "So, what was that then?"

"What?" He didn't think he sounded defensive — but he could be wrong.

"Is she famous later or somethin'?" Rose leaned forward eagerly. "She's gonna write some shocking bit that changes the world, isn't she?"

"No doubts about that," he nodded agreeably. "Eat your chips, Rose."

"Oh, so," she pondered one of the deep fried potatoes. "I was watching the visitor logs, yeah?"

"Like I told you to," he pointed out rather needlessly.

"Mm," she nodded, chewing. She swallowed and continued. "The kitchen keeps gettin' deliveries, pretty much daily, from these same people. So, I had Mickey look up the company and guess what?"

"He got distracted by somethin' shiny an' wandered off?"

She rolled her eyes. "D'you want to know what he found or not?" The Doctor just grinned. "This school is their _only_ customer, an' all they deliver is cooking oil. Huge vats of it, every day. An' I looked — there's not a single invoice to pay for it."

The Doctor grinned suddenly. "Guess we need to do a bit more investigating. Ever snuck into a school after hours, Rose?"

* * *

"Oh, it's weird seeing school at night," Rose whispered. She followed close to the Doctor as they moved down the hall, keeping eyes and ears open for any hint of disturbance. "Just sort of...wrong."

"Bit of hush please, we are breakin' and enterin' you know," he rolled his eyes. "Best not advertise we're here."

"When I was a kid, I used to think all the teachers slept in school," she continued, unperturbed.

"Right," the Doctor stopped them by the doors to the main level. "Ricky," he ignored the boy's sigh of irritation. "Get on the office computer, see if you can't get something from their records — find out about the maths teachers, those are the new ones. Rose, check out the kitchen see what you can find out about those deliveries; get a sample if you can. And," he shot glares at them both. "No wanderin' off — back here in ten minutes."

"Where're you going?" Rose tilted her head at him.

"Got to find out about the evil dictator," he grinned broadly for a moment then turned and bounded up the stairs — managing to move almost silently, despite his heavy boots.

Rose smiled a little to herself then turned to Mickey. "Gonna be all right?"

"Me? Please. Infiltration and investigation? I'm an expert at this," he grinned and strode off down the hall. He returned a moment later, a bit chagrined. "Where's the office?"

She pointed up the stairs. "Right off the stairs, third hall on the left, straight down, can't miss it."

"Thanks," he shot her a smile then rushed off to follow her directions.

Rose chuckled a bit and glanced around one last time before heading to the kitchens.

There was no trouble finding the oil; great vats of the yellowish goo were congregated in the corner, all with the same company logo and careful seal over the lid. She opened one cautiously and — after grabbing a spoon from a nearby shelf — scooped a bit of the messy stuff into a small jar she'd brought from the TARDIS. She wrinkled her nose at the smell. "Oh, I can never eat these chips again," her whisper was rather pained.

She checked her watch; five minutes left. She paused thoughtfully.

"Maths department, yeah?" Rose pondered aloud. "Might as well." She screwed the lid back on the jar quickly and began to walk briskly toward the classrooms She hadn't made it more than a few yards down the hall when a shadow passed over the window, blocking the moonlight for a brief moment. She stilled, flattening herself against the wall, and then a screech reached her ears. "Right, not the best plan then?"

She took a deep breath and continued, keeping herself as far from window as she could manage.

* * *

She did not consider it breaking and entering when nothing had been broken — really, was it her fault that they did not bother to lock the higher windows? Hardly. They simply did not account for enthusiastic journalists.

A bit ironic that she had once travelled in space and time with a semi-immortal alien, learned about cultures and people who would not be seen by another human being for hundreds of thousands of years, if ever, and yet still one of her most treasured skills involved her ability to pick an average lock in under two minutes.

She wanted a glance at the headmaster's records; there had to be proof of some kind. She'd heard worse rumours than simple illness, there were children going missing...the ones who weren't likely to be looked for. Foster children, orphans, anyone who might be called a simple run away to be written off by the police. Those who had no one to plead on the telly or investigate the loss of them.

Perhaps they had no parents, but they had someone. Sarah Jane Smith was going to investigate the loss.

She inhaled sharply as a brief shadow eclipsed the moon, leaving her in darkness. She released the breath as it moved on, but a sharp noise from the other end of the hall jolted her; she removed her lock-picking kit and scurried away.

There was another corridor just through a nearby door; she entered and crept along the wall before sliding silently into a maintenance closet.

She turned.

She saw.

She froze.

She dropped her tools, her hand reaching instead for the doorknob behind her. She felt numb as she backed away, eyes focused on the tall, blue wooden box until the doors between them swung shut — and spending several long moments after watching the doors to be sure nothing else shocking was going to occur behind them.

She felt eyes on her back and slowly turned, eyes ever-widening with shock. The man from the office — John Smith, history teacher. He leaned against one of the support beams, arms folded lightly across his chest.

"Hello, Sarah Jane," he greeted her, his voice a bit..not hard, but distant — so different from his manner earlier that day.

"It's you," she breathed, weakly. "Oh...Doctor. Oh, my god, it's you isn't it?" She felt herself moving forward, but her mind hadn't yet caught up to events. That he should come now...she had waited so many years. She no longer knew what to say. "Y-you've regenerated," she managed, slowly grasping reality.

"Couple o' times," he agreed, nodding a bit. He smiled slightly.

"You look...incredible," she shook her head slightly, amazed.

"Not bad yourself, Sarah Jane Smith," his smile widened; his tone warmed.

She shook her head, regretfully. "I got old," she corrected. She found herself circling him, examining the differences in his expression — the differences of appearance were far too many to even begin listing. "What are you doing here?"

He shrugged and she noted with interest the way he hugged his coat a bit tighter across his chest. The new version of his scarf, she supposed with a half-swallowed grin. "Oh, just checkin' it all out. Curiosity, you know. Aliens, record results, obsessive chip-worship; had to look it up. You?"

"Same," she giggled slightly as he beamed at her. A sudden sob choked her voice and she felt her brave face crumble. "I thought you'd died!" A stricken look crossed his face and he pushed away from the pole. "I waited for you and you didn't come back, and I thought you must have died!"

"I survived," he stared hard at the ground, fists clenching uselessly at his side. "Everyone else died. I lost."

"What do you mean?" She was drawn forward, pulled into his magnetic atmosphere once again.

He met her eyes and she bit back a gasp. She saw then the differences between the man before her and the man — men — she had once known. This Doctor had been broken, shattered to a thousand pieces and roughly glued together again; he was the same creation in essence, but the cracks still showed. Her Doctors, however chipped and mad they might have been, had never known the heartache reflected in this stormy blue gaze.

"Doctor?" Her eyes softened and she reached a hand toward his leather-clad arm.

"It doesn't matter," he let out a breath. "I'm sorry; I couldn't...I should have told you I wasn't comin' back."

"Why didn't you? Did I -" she broke off, looking away awkwardly. "Did I do something wrong?"

"I had to go," he folded his arms again, expression guarded. "The Time Lords called and I went runnin' to help; always did, even when there was nothin' I could do. And you couldn't come; humans weren't allowed."

"But you didn't come back," she bit her bottom lip. "You just...dumped me. And I missed you."

"It was time, Sarah," he sighed and closed his eyes for a moment, as he leaned against the support once more. "You were _fantastic_; that wasn't even a question, not once...but I couldn't keep you forever. You had to grow up; get on with your life."

"But..." she hesitated. "But you were my life."

His eyes shot open and locked on hers, startled and...oh, so unhappy. She felt his suffering like a physical blow, and a wave of self-loathing swept through her. She had built up so many layers of anger and resentment over the years, but the thought of causing him pain still made her feel ill. So many times she had planned what she would say when she saw him again, but she found now that she simply wanted to forget it all.

"I'm sorry," he whispered. "Oh, Sarah. I'm sorry."

"Doctor -"

"I can't excuse the things I've done to you," he interrupted, quickly. "None of them, but I'm sorry. I can't ask your forgiveness and I don't expect it. I'm selfish and a coward, Sarah, I've never denied that."

"No, Doctor," she shook her head. "You have always been...amazing. I have had thirty wonderful years on Earth since I last saw you," her expression softened, and it was only the slightest bit forced as she reached out to gently touch his sleeve. "I did well because of you; I always thought, as I did things, 'would the Doctor recommend this?' And it helped," she smiled then, a bit slyly. "Generally because I avoided anything when I thought the answer would be yes."

"Oi!" his eyes lightened, though she still felt the keen sense of regret in his posture. "Bit rude there. Not wrong, but rude." He grinned, a bit stronger. "Investigative journalism...I knew it would happen for you. Sarah Jane Smith, forever diggin' for the truth; my influence, that."

She chuckled quietly, but nodded. "I have found I have a rather tenacious insistence on 'getting to the bottom of things'. I only wish I had a sonic screwdriver," she glanced up hopefully. "Much more convenient than a standard lock-pick."

"Not a chance," he shook his head with a smirk. "First off, those things are hard to build, 's a lot of trouble and I don't keep spares. Second, if I gave you one then next thing I know I'd have Harry and the Brigadier callin' me for theirs. Can't show favouritism, you know."

"Since when you care about favouritism? You're awful at keepin' a rendezvous by the way." The Doctor jumped rather guiltily as Mickey Smith strode in. He raised an eyebrow at Sarah Jane. "Well, she's an improvement over Jack Flash, give you that."

"Shut up, Ricky," the Doctor glared. "This is Sarah Jane, journalist, used to travel with me. What did you find out?"

"Oh, ho," Mickey grinned. "Rose know 'bout this?"

"Mm," he shrugged awkwardly. "She met Sarah earlier, didn't mention the travellin' part, but..."

"Can I tell her?" His face lit up. "Oh, come on, you got to let me tell her."

"The girl from the office? That little girl?" Sarah Jane blinked innocently. "Well, Doctor, you must be getting older, your assistants keep getting younger."

"Assistant?" Mickey was practically beaming. "Oh, that's great, just great. Call her that, would ya?"

"Do _not_," the Doctor glanced between them then frowned at Mickey. "Where's she gone anyway?"

"I don't know, you're the all-powerful alien why don't you figure it out?" Mickey shrugged. The Doctor glared. "Or, I could just ring her."

* * *


	2. Chapter 2

Thanks again to Bonnie for beta reading! BBC owns everything.

* * *

So far Rose had managed to very staidly not scream like a small child when she found a cupboard full of vacuum-packed rats, control her natural revulsion as she examined the list of problems due for homework the next day...and get herself trapped under a desk.

That last was far more accidental than the first two.

The faint sound of nails clicking along a tile floor reached her again, and she fought every instinct that wanted her to scream, or run, or do anything other than hide there in perfect stillness. She didn't hold her breath – increased heart rate might let it find her; and she couldn't hold it off forever even if she tried. She took deep breaths, letting them out slowly and as close to silently as she could manage in her state of terror.

She really ought to make better friends with safety and security, and stop ringing up jeopardy whenever life got a bit dull.

She sagged against the floor as the quiet scrabbling faded away, finally releasing a breath in an audible, gusty sigh. She would give it a few more minutes before she moved, but it had definitely left.

It was definitely coming back.

She made herself as small as she could, holding in a whimper of fear. The creature moved toward the cupboard, and she heard an angry hiss...and the rustling of plastic? Slowly she crouched low to the ground, peering through the small crack between floor and desk. She didn't scream – she was getting so much better at not screaming.

A huge bat-like being was picking up the rats and...chucking them back in the bin they'd come from. If vaguely anthropomorphic bats could sulk, that would definitely be the emotion she associated with its attitude. It was annoyed that it had to clean; a semi-hysterical giggle fought her for release. She swallowed it.

It picked up the last of the rats and suddenly she was swallowing back something else – she felt bile rise in her throat as it unwrapped the dead animal and unceremoniously began to consume it.

Bones crunched in it's teeth, and the tail was sucked in like so much spaghetti.

She squeezed her eyes closed and held her breath as once again it left the room. She rested her forehead against the cool floor, breathing deeply and trying to calm her racing heart. She jerked suddenly, banging her head hard against the underside of the wooden structure. She winced, but dropped down again to listen and watch for any sign that the alien had heard her.

Nothing.

She took a deep breath and fished her vibrating mobile out of her pocket, glaring at the offending piece of machinery. '_Mickey'_ was flashing across the front and she rolled her eyes as she flipped it open. "Yeah?"

"Rose, where are you?" The Doctor's voice, which meant he and Mickey were together. She was really awful at meeting rendezvous.

"In the maths department," she whispered, keeping her eye on the door. "Hiding from a giant bat monster."

"A giant what?"

"Bat monster, bat creature, bat alien, whatever."

"Right, where is it gone?"

"Dunno," she paused for a moment and slowly crept out from below the desk. "Not in here any more, I could hear it go on down the hall a bit."

"Bats. Giant bats," he paused thoughtfully. "Narrows it down a bit, only a couple thousand species in this section of the universe. Even fewer who've got space travel yet."

"We playin' that game again?" Rose murmured, slinking toward the door quietly. "Where are you?"

"The corridor the TARDIS is parked off of," he replied, a bit softer now. She supposed he was coming to find her. She heard Mickey mutter something – earning himself a sharp 'hush!' from the Doctor – and then a softer, feminine murmur crossed the line.

Rose stopped in the doorway, brow furrowed. "Who's that?"

"What?" The Doctor sounded puzzled for a moment, then realization dawned. "Ah. That's Sarah Jane."

"The journalist?" Rose hissed. "Is this really time for an interview, Doctor? You and your heroes."

"She's not -" he broke off. "Sarah Jane's an old friend of mine. Travelled with me, years back."

There was a very long pause. Rose concentrated on moving down the hall without speaking. She pressed the mute button on her phone and took several very calming breaths.

"Rose?" The Doctor sounded concerned.

"Yeah," she replied, then realized she still had it muted. She undid it. "Yeah, still here. Trying not to make a lot of noise in the hall," she explained, whispering extra-quietly for dramatic effect.

"Ah. Good decision, that."

"Thought so. Where am I meeting you?"

"TARDIS; I need to analyse that oil you've got – assuming you got it?" He waited as she made a noise of assent.

The woman spoke again and Rose was very glad that no one was around to see the look that appeared on her face.

"Change of plans," he corrected cheerfully. "By the front doors, Sarah's got her car outside."

"Oh, fantastic," she winced a bit at her own tone, but the Doctor didn't comment. "Right, see ya then." She didn't wait for a response, slamming her phone shut with a bit more force than necessary. She pursed her lips and began to saunter purposefully toward the doors, very determinedly _not_ looking like a sulking teenager.

Well, at least she made the attempt.

* * *

"'Don't wander off'. Not a complicated instruction, no maths or science involved, just simple _not_ wanderin' off!"

"So, outta curiosity, she ever listened to that one?"

The Doctor glared at Mickey as they strode through the school. "What do you think?"

"If she's anything like anyone else you've ever travelled with, I doubt it," Sarah Jane smiled slightly, hurrying to keep up with the Time Lord.

"Whole of time and space an' I keep pickin' stupid apes," he muttered to himself. "There's plenty of species genetically designed to follow orders, could get one of those, wouldn't wander off."

"I distinctly recall you disliking that practice," Sarah Jane pointed out. "I believe we toppled more than one of those governments?"

"Yes, thank you, Sarah," he rolled his eyes. He perked up as they neared the front doors, scanning the hall quickly. No sign of Rose – he frowned. "She was closer, why isn't she here yet?"

"Maybe she found a new alien to run away with and never tell anyone about," Mickey suggested, rather bitterly.

"Didn't I say somethin' about you shuttin' up?" The Doctor folded his arms and leaned against the wall. He brightened, turning back to Sarah Jane. "You found anything useful 'bout these people?"

"Just what existed on the internet," she admitted. "The same things that brought you here, I'm sure."

"Lights, results, sick kids?" Mickey suggested. She nodded. "'S what I found too. 'Cept one more thing I found out tonight – I had the list of missin' kids right?"

The Doctor raised an eyebrow. "Did you?"

"Yeah," Mickey nodded. "Checked it against class records from Rose's station; those kids who went missing were all marked present in the mornings. Here half the day, then vanished. Nothin' else in common, different classes and all, but they were all present for at least a class or two 'fore they went missin'."

"And also," Sarah Jane interjected, "those children who've gone missing? They all lived in children's homes or with foster parents; they're all the sort that won't be looked for."

The Doctor grinned. "See, Ricky, that's what happens when you research."

"I found out about the classes!"

"Oi!" Rose's voice hissed down the hall. The Doctor pushed off from the wall to grin at her, faltering slightly as she scowled. "What was that about announcing our breaking an' entering earlier? I could hear you from halfway 'cross the building."

"Where've you been?" He opened the door and lead the small group to the outside; Sarah Jane fell into step beside him while the other two fell slightly behind. He glanced back over his shoulder at Rose. "I believe I said 'be back in ten minutes'."

"Not like you were there either," Mickey pointed out. "You were busy chattin' up Ms. Smith there. I'm the only one who made it."

"Shut up, Mickey," Rose hissed in his ear.

"Oh, I ain't involved in this," he held up his hands defensively. "Don't you take it out on me."

She sighed and rolled her eyes. "I'm not takin' anything out on anyone. Sorry, I just spent twenty minutes cowering under a teacher's desk from giant bat, guess I'm on edge."

"All right?" The Doctor shot her a concerned glance.

"Fine," she very decidedly did not snap. He raised an eyebrow. She let out a breath and turned a very bright and very fake smile to Sarah Jane. "So, don't mean to be rude or anything but what exactly are you doing here? Can't exactly write an article about this."

"Oh, I'm doing the same as you I should expect," Sarah Jane's answering grin was equally plastic. "Though of course, I took the initiative on my own."

"Couldn't get anyone to come with ya?" Rose nodded in sympathy. "So, how long did you travel with the Doctor for?"

"Years," Sarah Jane pursed her lips. "Several years actually."

"Oh," Rose glanced up at the stars innocently. "'S just sort of funny, he never mentioned you before."

"What?" Sarah Jane stopped and turned back to face her, eyes widening.

The Doctor glanced at Rose, furrowing his brow. "Don't be thick, talked about her today."

"Yeah, then you started talkin' about chips," Rose reminded him with a toothy smile. "An' all you said was you thought she was going to write something good someday, not a word about knowing her. Never even heard her name before she showed up in the office," the last was said with a shrug.

"Not even my _name_?" Sarah Jane sounded aghast.

"I don't talk about the past," the Doctor interrupted their veiled squabble firmly and more than a bit angrily. "I'm sorry, Sarah, but it's who I am; my past is dead and gone, I won't go dredgin' it back up. And, Rose, you know better," the last was said with such disappointment that she flinched back, shifting awkwardly.

"Sorry," her voice was very small.

He met her eyes for a long moment, then nodded and reached for her hand. She smiled weakly as he linked their fingers and then immediately turned back to Sarah Jane. "Now then, you had somethin' to show me?"

"Oh!" Sarah Jane blushed. "Yes, a surprise!" She led them through the car park, studiously not looking at Rose. She pointed out her car cheerfully as they neared, and had soon opened the boot. She reached in and tugged a dingy blanket away from a small robot.

"K-9!" The Doctor's face lit up. He dropped Rose's hand to pet the metal dog's face, frowning a bit as he got no reaction. "Oi, what'd you do to him?"

"I didn't do anything!" Sarah Jane replied defensively. "One day it was just...tsk! Nothing!"

"You could've fixed him," the Doctor sounded a bit sulky, pulling out the sonic screwdriver and fiddling with a few wires on the robot.

"It's not like getting parts for a mini-metro!" Sarah Jane pointed out. "Besides, the technology inside him could rewrite human science. I couldn't show him to anyone!"

The Doctor just shook his head at her and adjusted a few connections. "If you haven't bungled him up too badly," he ignored her 'hey!' in response, "should be able to use him an' figure out where this oil's comin' from. No worries, K-9," he informed the dog cheerfully, scratching lightly under the metal jaw. "I'll have you all sorted before Mickey-boy can say Raxicoricofallapatorius."

"Hey, I don't need to say it, I just need to know where the vinegar's at if they're coming!" Mickey objected.

"Look, can we all just focus for for a minute?" Rose moved toward the front of the car. "No offence, but we're busy!"

"Oh?" The Doctor leaned against the edge of the boot. "Have somethin' pressing then?"

"Actually, yeah," she made a face as she stuck her hand in the pocket of her hoodie and pulled out a plastic-wrapped rat. "There was a bunch of these in the school."

"And you put it in your _pocket_?" Mickey stared, aghast.

"Well I thought it might be somethin' special," she shrugged. "'S why I took so long, I went back to get one. Not like vacuum-packed rats are kept around for decoration, there's gotta be a reason."

"Well, obviously they use them in biology lessons, they dissect them," Sarah Jane smiled condescendingly. "Or haven't you reached that bit yet? How old are you?"

The Doctor narrowed his eyes; Mickey grinned.

"Wow," Rose replied with a fake smile. "Thanks, you know, my mum used to tell me they'd dissected rats in school but I always thought she was lying. But, being from her generation, I guess you'd know."

"Right," the Doctor cut in. "Rose, once I fix K-9 we'll have him check it. Good job pickin' it up."

She beamed happily. Sarah Jane, to her credit, did not scowl in response. Though she did rather pointedly lead the Doctor to the front seat of her car, leaving Rose and Mickey in the back.

Rose, not so much to her credit, did scowl in response.

* * *

If the woman running the chip shop had any issues with the group parking a rather large, heavy metal dog on one of her tables, she didn't say so. She was remarkably pleasant about it, but then they were bringing business into an otherwise empty shop. She wasn't going to argue with two tables being taken, so long as they took some food with their space.

"I tried so hard to get close after that crash last spring," Sarah Jane was laughing as the Doctor tinkered with K-9. "And then everyone decided it was a hoax, after days of proclaiming it the first contact! First, more like four hundred and thirty-seventh."

"Wasn't a crash," the Doctor corrected, tugging out a long tangle of wires and adjusting – with much sparking – their connections. "Just a bit of capitalism gone bad. Sorted out all right, had more trouble with Mickey over there than the aliens. Did have a good time locked in the cabinet room with Harriet Jones, but that was really a side note."

Sarah Jane shook her head, a slight smile on her face. "Then," she paused, glancing past him to the younger pair across the restaurant. "Rose was...?"

"She was there too," he nodded, jerking his hand away from a particularly nasty spark and shoving it in his mouth momentarily. He let out a breath and stared hard at the table. "You're allowed to be angry, Sarah Jane. Hate me even, if it helps."

"I don't hate you, Doctor," Sarah Jane reached for his burnt hand and held it between hers. "I just don't understand why you...didn't want me any more."

"It's been thirty years for you," he met her eyes flatly. "It's been five hundred for me. What part of that would you have lived?"

She took in a sharp breath, eyes misting slightly. "I didn't know it had...been so long."

He nodded, turning back to K-9. "If you'd stayed with me you'd have died. One way or the other, you'd be dead now. Even I have limitations."

"Doctor," she shook her head gently. "You always said you loved humans because our lives are so short – because we have to fit so much adventure into such a short time. That's all I wanted from life, as much as I could fit in. I've still done it, just perhaps a smaller version. But your limitations are fewer than you think, Doctor; I think you can accomplish just about anything you attempt..." she paused slightly. "Except perhaps a precision landing."

"Oi!" With that offence, his mood brightened considerably. "When've I ever aimed you wrong...without it turnin' out in the end?"

"Well," she pursed her lips. "When you dropped me off? It wasn't Croydon."

That brought him up short. He frowned. "It wasn't?"

"No," her mouth was a flat, thin line. "It was _Aberdeen_."

"Ah," he pressed the panel back into K-9 and looked studiously out the window over her head. "Well...Scotland is very pretty that time o' year."

She laughed. "You would be so much easier to get along with if you didn't make it so difficult to stay angry."

He grinned and opened his mouth – only to be interrupted by a sudden metallic whirring from the machine in front of him. "There it is!"

"Master!"

"An' he still recognizes me! What d'you think of that?"

"Affirmative!" The head bowed quickly and Sarah Jane clapped her hands a few times in excitement. "Mistress! Doctor-Master has returned!"

"I can see that, K-9," Sarah Jane patted his head fondly. "He repaired you."

"Affirmative!"

"Oi, Rose!" The Doctor waved Rose and Mickey over. "Meet K-9. K-9, Rose Tyler."

Rose raised an eyebrow and poked the metal head rather roughly. "Is it alive?"

"Young Mistress, please do not do that," K-9 rumbled. Rose jerked her hand away.

"An' he is alive...sort of, in a way," the Doctor grinned and rubbed the dog's satellite dish ears. He extended a hand toward Rose and wiggled his fingers slightly. "Oil?" He inquired after she simply stared at him. She rolled her eyes, but produced it – and the rat – from her pockets. He took the jar first, sniffing the goo before using his little finger to smear some on a small red sensor on K-9's nose.

"Oil. Ex-- ex-- ex-- extract ana- an-- analysing," K-9 stuttered.

"Listen to it man, that's a voice!" Mickey leaned over Rose's shoulder, grinning at the robot.

"Careful, that's my dog," Sarah Jane rebuked sharply. Mickey had the grace to look abashed, though he still leaned forward curiously.

"Confirmation of analysis," K-9 intoned, "substance is Krillitane oil."

The Doctor took in a sharp breath, eyes widening a bit. "Krillitanes. They're _Krillitanes_."

"'S that bad?" Rose bit her lip.

"A bit," the Doctor began to pace around the the shop.

"And by a bit you mean very?"

"By a bit, I mean I wish we'd just gone to have tea with your mum instead."

Mickey stared, rather wide-eyed, at this proclamation. "Worse than _Jackie_?"

"Neither of you are the least bit funny," Rose retorted. "Doctor, what are they?"

He was still pacing, getting more and more agitated. "Hybrid race, they go through the universe absorbin' the shiniest bits and bobs of biology for themselves; cherry-pickin' the best parts of the people they conquer. Last time I saw them they looked like humans who'd gone a bit friendly with giraffes."

"And that makes them so awful?" Sarah Jane questioned.

He glanced at her for a moment. "How fun d'you think that sort of process would be for the people bein' absorbed?"

"But...then what are they doing at the school?"

He stopped; his eyes fixed, unseeing, on the front glass. His face betrayed his anger, though his tone remained flat. "They're doing something to the children."

* * *

Mickey wasn't sure how he'd been manipulated into carrying the robot dog, but it had likely had something to do with Rose and his eternal goal to seem like a man in front of her. Though he supposed he might have thought of that two years ago; before he decided that clinging to her waist and crying was a good response to meeting an alien. His love-life seemed to have been a constant downward spiral since that day.

"So, what's the deal with the tin dog?" He grunted, helping Sarah Jane to push the creation back into the boot.

Sarah Jane shrugged with a smile. "The Doctor likes travelling with an entourage. Sometimes they're humans, sometimes they're aliens, and sometimes... they're tin dogs." Mickey laughed and she tilted her head appraisingly. "What about you? Where do you fit into the picture?"

"Me?" He laughed, rather bitterly. "Depends who you talk to. Don't even get my own name from the Doctor, he calls me Ricky or The Idiot. Just Rose's stupid ex. You know, we never even properly broke up, her an' me? She just run off with him, showed up a year later an' acted like I shoulda been waitin' on her." He sighed and leaned against the boot. "An' the worst part? I was."

Sarah Jane nodded sympathetically, sitting on the bumper. "The Doctor is very magnetic," she said quietly. "She'll never forget him," she paused. "Well, unless he makes her...which I understand has happened. But eventually he will leave her behind; she'll be lucky to have a friend who can help her pick up the pieces."

She didn't meet his eyes as she let out a sad sigh. Mickey let his head drop back against the car, his eyes drifting thoughtfully toward the stars.

* * *

"How many of us have there been, travellin' with you?"

There were many conversations that the Doctor had hoped he would never have with Rose. His history with companions fell somewhere between a lecture on Time Lord biology and the reason for his aversion to spiders. He let irritation and a general expression of 'too busy for nonsense' cross his his face. "What's it matter?"

Rose was not falling for it. "'Cause I need to know if I'm just the latest in a long line."

"Instead of what?" He stalked back toward her, his eyes dark and angry.

She stepped back, wrapping her arms around herself defensively even as she glared at him. "I thought – thought wrong, I guess." She shook her head slowly, golden wisps of hair brushing her shoulders where they'd escaped her braid. "Been to the year five billion, right? But this, now this is really seein' the future. You just leave us behind. Is that what you're gonna do to me?"

"No. Not to you."

She shook her head slightly, biting her lip. "But Sarah Jane...she was with you for longer than I've been. An' now...you never even mention her."

"So?" He was angry suddenly, very angry – which she knew very well meant he was worried, or sad or feeling any number of emotions which had nothing to do with rage. "D'you want to stay with me forever, Rose?" He gripped her shoulders and forced her to meet his eyes. "Whose forever? Do you want me to watch you get old and sick, watch you suffer knowin' I can't do a thing to help, that no one can? Want me to bury you on a planet a fifty centuries and a billion light years from home, without anyone but me to remember who you were?"

"Doctor," her voice cracked and he refused to acknowledge the sheen of moisture in her eyes. "I didn't..."

"It's who I am," he dropped his eyes and his hands; his very posture shouting his defeat. "I have to live on, Rose. Alone. The last of the Time Lords."

She stepped forward and, seeing no resistance in his expression, slid her arms under his jacket and around his torso. She didn't have any words of comfort to offer, but he pulled her close and accepted what she could. He took a deep breath, resting his head against hers for just a moment before pulling back with a faint grin. He opened his mouth – and was interrupted by a screech from above.

He pulled her down even as one of the aliens swooped toward the small group. Mickey and Sarah Jane appeared nearby – any eavesdropping that they had participated in instantly forgotten in the face of danger. The creature screeched again, then flew off into the distance.

"What was that, man?" Mickey demanded.

"Was it a Krillitane?" Sarah Jane persisted.

The Doctor nodded slowly, either unaware or uninterested in the fact that he still held Rose close to his chest. "I guess you weren't lyin' about bat people," he pointed out, glancing down at her.

"Told ya. But it just flew off, we didn't even touch it. What'd it do that for?"

Though the Doctor offered no response, his grim countenance told more than any of them wanted to know.

* * *

The fact that the Doctor didn't argue worried Rose more than anything. Sarah Jane had kindly given them all a ride back to the Powell Estate; she could only assume that Mickey had already settled himself back in his own apartment.

And the Doctor was willingly retiring to the home of Jackie Tyler. Rose unlocked the front door with her fingers against her lips – he rolled his eyes, but nodded.

She led him in silently, holding his hand and tugging him down the hall to her room. She was mildly successful at not blushing because she was very studiously not thinking about the implications. Her mother would never believe her when she insisted they weren't _like that_ if she caught the Doctor sleeping in her room...but honestly, she couldn't put him on the couch where he might be discovered in the morning, not before Rose could explain their presence.

She slid into her room, the Doctor still following with a faint grin. She got the feeling he was almost as amused by the situation as she was embarrassed by it. She shut the door behind herself quietly and let out a breath. "So," she paused awkwardly. She concentrated on keeping her voice low – Jackie wasn't prone to waking up, but she was far too tired for any arguments tonight. "Um -"

"Got a spare pillow?" He interrupted. She stared at him. "Don't need to sleep, I'll be fine on the floor. Wouldn't mind a pillow though."

"Don't be daft," Rose shook her head decisively – much easier having now made a decision. "You think I'm gonna make you sleep on the floor? I've had a bed in your home for a year now, 's only fair that you get one in mine when we're here."

"I _knew_ it."

Rose and the Doctor both jumped, turning and gaping at the mass of pink blankets on Rose's bed. Rose's eyes widened.

"Au pairing, eh?" They couldn't make out a face in the darkness, but the voice was raspy and old. "I knew it – just another estate girl gone off with an older man isn't it?"

"Gran," Rose sounded utterly defeated; the Doctor frowned between them. "It isn't like that -"

"Little hussy!" The old woman finally became visible in the dim moonlight. "Always said you'd end up like this! Are you pregnant?"

"No!"

"Just like your tarty mum, leading some man into your bedroom in the middle of the night! With your grandmother asleep in the bed! Not a shred of decency, all from your grandfather's side! And couldn't you even find one your own age, or at least who'd aged decently?"

"Oi!" That was the Doctor, looking offended.

"For the last time, _I_ _am not shagging the Doctor_!" There was a long pause, and her door clicked open softly. Her mother peered in at the tableau, the hall lamp letting a stream of yellow light into the room. Rose glanced around the room – past her mum to a man in a blue robe, all watching her curiously. "Right, gonna go pitch myself off the roof now. Good to see you, Mum, Howard. Gran, feel free to pitch yourself off too."

She spun on her heel and grabbed the Doctor's hand as she stalked out of the apartment. She could already hear Jackie's voice as she began to shout at her mother.

He tugged her to a stop as they reached the bottom of the stairs, looking a bit concerned. She sighed, shrugged, and rolled her eyes. His lips began to twitch.

"Don't start," she warned, trying very hard to sound angry.

A snort of laughter escaped him. She punched his shoulder.

He tugged her close under one arm, hugging her lightly. He released her, and a few moments later they were both leaning against the wall, trying desperately to hold themselves up as they shook with laughter.

"Jeopardy friendly," the Doctor grinned.

"Oh, shut up!"

* * *

When Sarah Jane arrived to pick them up the next morning – Rose and the Doctor having found refuge in Mickey's apartment – the entire group was quite a bit subdued and more than a bit unhappy. Neither Rose nor Mickey had slept well, particularly once she insisted that she would be sleeping on the couch. The Doctor had his own reasons for his moods, and as they all expected, he wasn't sharing.

The small party split up immediately after arriving at the school – Rose and Sarah Jane went into the school after the maths department computers, while the Doctor sought out the headmaster. Mickey watched the car. He accepted the task with no small amount of bitterness.

The Doctor found Mr. Finch quickly and rather easily; the man was waiting for him by the swimming pool. He tried to ignore the stench of over-chlorinated water as it assaulted his nose and focused on the alien in human form.

"Who are you?" He decided not to mince words.

"My name is Brother Lassar," the headmaster replied, smiling faintly. "And you?"

The Doctor waved with a wide, cold grin. "I'm the Doctor. Hello!" His smile dropped, pretence of amusement fading from his eyes. "What are you doing here?"

"You don't know?" Lassar looked intrigued.

"Would I ask if I did?"

"Given what I have heard of you, Doctor, I can hardly predict," he smiled. "Why don't you show how clever you really are, and work it out?"

"Oh, I'm brilliant, me," he agreed. "I will work it out. This is your chance to stop before I make you."

"Fascinating," Lassar observed him with a small, secretive smile. "Your people were peaceful to the point of indolence. You seem to be something new. Would you declare war on us, Doctor?"

"I don't have to," he shrugged. "You brought it on yourself when you started hurtin' the children. No comin' back from that. You can leave now an' that'll be it, but if you don't that's on your head. Final warnin'." He nodded once and turned to leave the room.

"Oh, but, Doctor, we're not even enemies," the calm words of the Krillitane stopped him in his tracks. "The next time we meet," he continued, calmly sliding past the Doctor. "You will join with me. I promise you."

"Wouldn't hold your breath on that one," he replied, suddenly cheerful. "Though, might take as a personal favour if you did, save me some trouble an' all." With that optimistic note, he turned and strode toward the halls.


	3. Chapter 3

Thanks again to Bonnie for beta reading! BBC owns everything.

And thanks so much to the people who review...y'all don't know how much I appreciate it :)

* * *

In truth, leaving Rose alone with Sarah Jane was probably not the best of the Doctor's plans. Certainly they were both intelligent, competent galactic-travellers capable of accomplishing amazing tasks – but he failed to account for another trait they both shared: they were both women.

"Rose," Sarah Jane leaned over a desk as the younger girl attacked a computer with the Doctor's borrowed sonic screwdriver. "Can I give you a bit of advice?"

"I've got a feeling you're about to," Rose didn't look at her, but did come out from beneath the table.

"I know how intense a relationship with the Doctor can be," she tried. "I don't want you to feel like I'm intruding."

"You're not," Rose answered shortly. Sarah Jane blinked. "I'm not threatened or nothin', if that's what you think."

"Right, good," Sarah Jane nodded. "Because I'm not interested in picking up where we left off."

"No?" Rose folded her arms suspiciously. "With the big sad eyes and the robot dog? Either you were tryin' to get a ticket back on the TARDIS or you just like to hurt him, either way you want a slap."

"I would never hurt him!" Sarah Jane stiffened. "Do you think you're the only person who has cared about him?"

"Of course not, even Jack -" she cut herself off and pursed her lips angrily. "I don't expect any sort of label, but him an' me, we're special."

"You must be blind," Sarah Jane looked down her nose at the young woman. "The Doctor is many things, but a love interest is not on his list. He'll do the same to you as he did me."

"He's already done it!" Rose's hand were planted firmly on her hips. "He sent me home before, an' I found a way back; fact is he knows that I'm not gonna just sit home and be a good girl because space stuff is too hard!"

"Excuse me, I have no problem with space stuff!" Sarah Jane's eyes widened angrily. "I saw things you wouldn't believe!"

Rose narrowed her eyes. "Try me."

"Mummies."

"I've met ghosts."

"Robots. Lots of robots."

"Slitheen, in _Downing Street_."

"Daleks!" Sarah Jane spat out.

Rose snorted. "Met the Emperor!"

"Anti-matter monsters."

"Gas-mask zombies."

"Real living dinosaurs!"

"Real living werewolf!"

"_The_ _Loch Ness Monster_!"

Rose stopped short, eyes widening. "What, seriously?"

Sarah Jane sagged against the desk, laughing slightly. "Oh, no," she shook her head.

Rose softened slightly. "Guess I'm not as different as I thought. Still act like a junior school girl when it comes to men." Sarah Jane nodded slowly, still chuckling quietly to herself. Rose bit her lower lip and leaned forward. "What was he like when you knew him? Was he still sad?"

Sarah Jane paused and nodded slowly. "In a different way," she acknowledged. "He didn't fit in with his people, I suppose that was why he spent so much time on Earth, even before the Time Lords exiled him here. I admit, I still miss my first Doctor more than anything...he was so debonair, so charming. A bit grandfather-ish toward me, but so kind. The second one paid a good deal less attention to his surroundings, I think so much of his mind was focused on not tripping over the scarf he wore that he didn't manage to see anything else."

"What d'you mean, first and second?" Rose's brow furrowed in confusion. Sarah Jane stiffened.

"You mean he hasn't told you about regeneration?" she gasped. "You've been together this long and he didn't warn you?"

Rose frowned, eyes wide. "What's regeneration?"

Sarah Jane let out a deep breath. "Oh, Rose, I shouldn't have – the Doctor treasures his secrets, you know that."

"Yeah, an' it's important enough that you assumed I'd know," Rose held her ground. "What is it?"

"You will have to ask him," Sarah Jane replied firmly. She took a deep breath and smiled. "Does he still spend all his time tinkering under the console?"

Rose nodded with a hesitant chuckle. "Yeah, he does," she paused and chewed her bottom lip. "With you, did he call you a stupid ape any time you disagreed with him, even if it was over somethin' totally valid, like his cooking?"

"Well, not in so many words," Sarah Jane shook her head thoughtfully. "But he would sometimes spend hours wondering how we had managed to descend from the trees in evolutionary standards."

"Oh, he does that too!" Rose giggled.

Sarah Jane smiled mischievously. "And does he still stroke bits of the TARDIS?"

"Yeah! Yeah, he does!" She laughed in earnest now. "An' I'm like, 'do you two want to be alone?'"

"Yes!" Sarah Jane let out a guffaw, which set Rose off further.

"Got anything yet?" They both turned, still laughing – they hadn't even heard the Doctor approach. He frowned at them. "What's wrong with you two?"

Rose pointed the sonic screwdriver at him and laughed harder. He glanced between them.

"Right," he turned on his heel and went back the way he'd entered – the sound of their hysterics following him. He muttered a few unflattering things about humanity as he left. "Should've stuck to robot dogs."

* * *

The computers came alive suddenly, without warning. Green images, geometric patterns and foreign letters flashed too quickly to read.

Rose and Sarah Jane exchanged looks as the Doctor adjusted something on a terminal far away from their teasing laughter.

"You wanted the program, well there it is," Sarah Jane called over to him.

The Doctor looked up sharply and his face set into hard lines. "It's a code," he muttered, furrowing his brow. He lifted a hand and pointed at certain aspects of it, pausing thoughtfully. He jolted, eyes wide. "No. Oh, no, no, no, no, no!"

"What is it?" Sarah Jane asked, shooting a worried glance toward the screen.

"They're not writing a code, they're trying to crack it," he began to pace. "Everything is science, Sarah, you know that! Even matter, life itself is an equation. The Skasis Paradigm is the equation that life is based on, the universe itself. They'd have control over everything. They'd be gods."

Behind them, Rose leaned against a row of tables, looking pale and faintly ill. She averted her eyes from the monitors.

"Why humans though, why children?" Sarah Jane persisted.

"They need the creativity, the energy," he was getting angrier, his voice rising as he solved the quandary. "The only thing humans haven't got enough of is brainpower, so they use the oil. Greases the brain, makes it run faster. They force-feed it through the chips until they're clever enough and then use them."

"Let the lesson begin," the smooth, cultured voice of Brother Lassar interrupted their discussion. The Doctor turned, already angry. "Think of it, Doctor; with the Paradigm solved, reality becomes clay in our hands. We can shape the universe and improve it."

"The universe as perfected by the Krillitanes? No thanks, I don't think the Beatles would perform good bat sonar."

"You act like such a radical, and yet all you want to do is preserve the old order. Think of the changes that could be made if this power was used for good."

"By you?" The Doctor scoffed. "Think I'm better off old fashioned."

"No, Doctor, by you," Lassar slunk forward. "The Paradigm gives us power, but you could give us wisdom. Become a God at my side. Imagine what you could do; think of the civilizations you could save. Perganon; Assinta... your own people, Doctor. Standing tall. The Time Lords... reborn."

Rose bowed her head, covering her ears; Sarah Jane was already shaking her head. "Doctor, don't listen to him," she pleaded quietly.

_"_And you could be with him throughout eternity," Lassar continued, his eyes focused on Sarah Jane. "Young... fresh... never wither, never age... never die. Their lives are so fleeting. So many goodbyes. How lonely you must be, Doctor. Join us."

The Doctor took a deep breath and met the gaze of the Krillitane. "I've said before, Mr. Finch, I'd make a terrible god." There was a short pause, and then he picked up a chair, throwing it through the large display screen.

Lassar ducked, covering his head as the glass shattered; the Doctor ran past, Sarah Jane at his heels and Rose a few feet behind.

A horrible scream erupted from the disguised Krillitane, and throughout the school they could hear echoing cries from the others.

Mickey, and inexplicably, a young boy, were running through the halls. The small group congregated at the stairs, freezing for just a moment as the Krillitanes crawled along the walls toward them.

"Right then, run!" The Doctor took off in the opposite direction, grabbing Rose's hand and pulling her rather roughly after him.

Hiding in the canteen was apparently not a good plan – the doors locked behind them, leaving them quite unfortunately trapped in a large room with highly carnivorous aliens.

Sarah Jane found herself quite comfortable in the familiar situation of fearing for her life and did her best to dodge the creatures.

The Doctor brandished a chair like a weapon, swinging it at the aliens who swooped down toward his companions. Rose slid under a table, covering her head with her hands and kicking at any Krillitanes who dared come near her.

A sudden flash of red garnered the attention of everyone – human, Krillitane and Time Lord – as a laser cut through one of the bat-like creatures whom the Doctor had previously been fighting off with his chair.

"K-9!" Sarah Jane cried, almost moving toward him before she had to duck again from one of the teachers-cum-aliens.

"Suggest you engage running mode, Mistress!" The robot dog called out to her.

"Right!" The Doctor threw the chair at one of the bats and ran for one of the doors, waving the others on to follow. "Come on, you lot, you heard the dog!"

"Maximum defense mode!" K-9 continued to shoot at the Krillitanes, distracting them well enough to allow the humans – and Time Lord – to escape.

Their destination ended up being in the opposite side of the building, in the little office where Rose had taken temporary residence. The small group crouched behind the counter, to avoid being seen through the window of the door.

"Right then, what do we know?" The Doctor was all business.

"Bats," the boy Mickey had saved – Kenny, by name – supplied.

"Krillitanes," Sarah Jane corrected. "Aliens that look like bats because they absorbed the DNA of bat-people."

"They eat rats," Rose added, resting her forehead against her knees. "Wouldn't be surprised if they ate the missin' kids."

"The other teachers've all gone," Mickey pointed out, glancing around the office. "An' the staff. Either they was all aliens or they got eaten too."

"Wouldn't bet on a whole school of them, it'd be impossible to switch the entire staff," the Doctor frowned. "Come on, more information!"

"They absorb DNA," Sarah Jane said slowly. The Doctor nodded irritably, gesturing for her to continue. She glanced at him. "How?"

He blinked. A slow grin spread across his face and he reached across to kiss her firmly on the forehead. "Sarah Jane Smith, I knew you were brilliant! Yes!"

"What?" Kenny glanced between them. "What's that mean?"

"It means," the Doctor fiddled with his screwdriver. "Rose, give me your mobile," she started, shook her head and handed it over; he opened the back and began to tinker with it. "It means that once I've used Rose's mobile to call K-9, we can use the sample of Krillitane oil," he pulled the jar from his pocket with a grin, before handing it to Mickey and adjusting the mobile with his screwdriver, "to get a lock on their DNA. And, if I'm very clever – which I am – I can use it against them."

"Wow," Kenny breathed.

The Doctor pressed a series of keys on Rose's phone and hit send. He grinned, and then tossed the device to Mickey. "That should do it," he informed them all, clearly pleased with himself.

"So," Mickey frowned. "How you gonna use it against 'em exactly?"

"Ah," the Doctor paused. "Well, that's complicated, you wouldn't understand."

"Which means he hasn't figured it out yet," Rose muttered, head still pressed against her knees.

"Oi, that's not at all true. I've figured out half a dozen ways, just haven't decided which one yet."

"And at least one of them is likely to work, is it?" Sarah Jane hid a smile.

"Should just build m'self a new dog for company," he muttered to himself. "Ungrateful apes."

There was a soft thumping on the door; the Doctor jumped to his feet and peered through the little window. "Oh, K-9!" He opened it just enough to allow the metal dog and quickly sealed it with the screwdriver. He ducked back behind the counter, summoning K-9 after him. "Got to find a way to loosen the bond to the Krillitanes' absorbed DNA. Any thoughts?"

"Affirmative."

He grinned. "Knew I programmed you well. Go on then."

"Sonic pulse, Master. With correct frequencies, Krillitanes will be unable to maintain a shape."

The Doctor waved a hand dismissively. "Don't have the parts, thought of that already."

"You have the parts, Master."

There was a long pause as everyone glanced to the robot. Sarah Jane was already shaking her head. "No, K-9, you can't! I need you!"

"No alternative, Mistress. I will complete the analysis of the Krillitane oil. Master will then complete a pulse cannon."

"Doctor, don't you dare!"

He couldn't meet her eyes. "He's right, there are no other options."

Sarah Jane let out a half-choked sob as the Doctor began to quietly trade information with K-9 via the sonic screwdriver. She fell back and hugged her knees, refusing to watch as the metal casing was slowly taken apart and the Doctor began to remove components.

He let out a soft sigh and rubbed the metal head gently. "Good dog," he murmured quietly.

"Affirmative."

"Oh, K-9," Sarah Jane whispered. "I'm so sorry."

"Safety of Mistress is pre-programmed as first priority. Quickly, Master!"

The Doctor nodded, and with a quick intake of breath pulled apart a long red wire. The remaining power quickly faded, dimming all of his lights and stilling his movements. Rose wrapped an arm around Sarah Jane, letting the older woman cry into her shoulder. She closed her eyes and leaned her head against the counter, a frown etching deep lines into her pretty face.

Other than Sarah Jane's slowly quieting tears, the room was silent while the Doctor worked.

"I'll have to get them together," the Doctor said suddenly some minutes later. They all raised their heads, staring. "When I say, you run and get out."

Rose lifted her head, staring at him. "You gone mad? I'm not gonna leave you."

"Rose, there's no time to argue," he narrowed his eyes. "Not tryin' to kill myself, I'll get out but I can't be worried about you lot."

"I'll make sure she gets out," Mickey interrupted quietly. Rose turned, frowning at him. "Just shut up and do as someone says for once, okay?"

She blinked, then scowled. The Doctor's eyebrows shot toward his hairline, but he nodded slowly. "Yes...that. Ricky, you've had an intelligent thought, congratulations!" He grinned. "Now luckily you've taken responsibility for Rose, which means if she gets hurt I get to take it out on you. Best avoid that!"

"As if you've gotta threaten me to take care of Rose," Mickey grunted. "I'll watch out for Ms. Smith here too."

"Well, that's been a lovely jolt of testosterone," Sarah Jane gave them both flat looks. "But since I believe Rose and I are more than capable of taking care of ourselves, why doesn't everyone else simply worry about getting their own hides out before we all die?"

"I'm game," Kenny grinned at her. She smiled back and ruffled his hair gently.

"Good," she turned to the Doctor expectantly. "Any recommendations for the best route out of here?"

"Back stairs are just to the left," Rose had once again rested her head against the back of the counter, but she raised her arm and pointed. "The wall Mickey drove your car through isn't far from the bottom."

"Yeah, that'll do," the Doctor grinned. "Ten minutes after I leave, you run. Don't worry 'bout me – just get out. Trust me."

"Right," Sarah Jane nodded severely. "As you say, Doctor."

He watched them for a few spare heartbeats – more of his than theirs put together, though there was no need for them to think about such things – and stood. "Ten minutes," he reminded them. They all nodded and he grinned once more before picking up the sonic cannon, the sacrificed remains of a beloved friend, and running for the door.

"Anyone got a watch?" Kenny asked suddenly. The adults paused, glancing at one another.

Rose sighed and pushed herself to her knees, reaching for Mickey's front pocket. He objected for half a moment, then her mobile appeared in her hand. She waggled it silently and he grinned sheepishly. Nine minutes and thirty-seven seconds later, they ran for the door.

Students were pouring out of the computer labs, racing through the halls toward the hole provided by Sarah Jane's car. The small party slid into the river of children, following them into the cool air outside.

Two minutes after that, a dull _whoop_ reverberated out from the school, shattering every window. The crowd gaped. Then the creaking began. Bricks slid from their designated location – pillars were collapsing. Mere moments after the _whoop_, there was a deafening roar and sudden crash as the centre of the building collapsed in on itself, tugging the remaining walls down in a domino effect. The children began to cheer, chanting proudly when Kenny proclaimed a part in it.

Rose and Sarah Jane stared in horror at the remains of the building. They leaned on one another, too stunned to do anything other than watch and pray for movement from within the rubble.

"He wasn't," Rose started.

"No, it's impossible," Sarah Jane agreed.

"Nothin's impossible," the girls stiffened and turned slowly. The Doctor smirked at their dazed expressions. "Little faith, please? I tell you to trust me an' this is what I get?"

Rose took a step forward, paused, and then ran full-tilt toward him. She pitched herself into his arms, trying desperately not to cry. "You always gotta blow somethin' up!" she complained when she could speak again.

"I blame the films," he informed her seriously. She glanced up and he grinned, hugging her tighter for just a moment before he pulled back – though he kept one arm firmly about her waist. "Tea?"

Sarah Jane and Mickey exchanged glances. "Doctor?" she questioned after a moment.

He tilted his head toward a small copse of trees at the edge of the property – under which sat a familiar blue box. "Landed a couple minutes before I left, wanted to see the results! Couldn't properly enjoy the subtlety of the explosions when I was runnin' for me life now could I?"

"You think you're so Bond," Rose teased.

"In more ways than you realize," Sarah Jane muttered. The Doctor shot her a sharp glance, but she only smiled. "I would love to come in, Doctor."

He beamed and the little group headed for the safety and comfort of the TARDIS.

Sarah Jane ran her hand gently along the rail even as her eyes widened. She stared up at the high ceilings and cobbled-together console. "You've redecorated!"

"Couple o' times," the Doctor agreed. "Like it?"

"Oh, oh, I do!" she stroked one of the coral struts lightly. "I preferred it...as it was, but it'll do."

Rose sat on the rail, resting her forehead against the coral. "I love it," she murmured.

Sarah Jane frowned slightly and moved closer. Her voice lowered gently. "Are you all right?"

"Just a headache," Rose smiled weakly. Sarah Jane reached out and tucked an errant strand of golden hair back behind her ear. "'M fine."

"You're very strong," she agreed quietly. "You're good for him. Just remember...to look me up, someday." The details of 'someday' were left unsaid. "If you need to."

"I will," Rose bit her bottom lip. "You could..." she glanced at the Doctor, and raised her voice. "Doctor?"

He looked up from the console with a mad grin. "You know there's a lovely planet in the Kuixlin galaxy, has the best auroras in the universe. It's just the right time of year for a good look at 'em. Sarah?"

"This is a time machine, Doctor," Sarah Jane reminded him fondly. "It's always the right time of year in the TARDIS." She took a deep breath. "But...I can't do it any more."

His smile faded, but he nodded. "You've got a life to lead, Sarah."

She smiled wider, in response. "Yes, I really do." She took a deep breath and said a silent goodbye to someone else she had long missed...and felt the gentle hum under her fingers increase. She nodded to the others and followed the Doctor to the door – not remotely surprised to see that they had moved across town while she spoke to Rose.

"It's daft. But I haven't ever thanked you for that time and...I wouldn't have missed it for the world."

He leaned against the closed doors, observing her. "Not a bad story for the memoirs?"

"Oh, I think so," she smiled to herself. "I could make a fortune in true fiction."

He laughed and nodded. "Exactly."

She took a deep breath and released it slowly. "Goodbye, Doctor."

"Don't be daft, it's not -"

"Please," she interrupted. "Please, say it this time."

He smiled slowly. "Goodbye," there was a pause, he grinned widely and swept her into a hug. "My Sarah Jane!" She laughed as he swung her lightly, and then suddenly he was gone, dashing back to the TARDIS.

She didn't look back until the achingly familiar sound of dematerialisation had faded. When she turned the ship was gone, as she'd known it would be. Her face lit up when she saw what remained.

"K-9! But, but you were blown up!"

"Mistress!" K-9 Mark IV trundled to her side. "Master rebuilt me. My systems are much improved with new undetectable hyperlink facilities."

"Oh!" she crouched down beside him, stroking his head. "He replaced you with a brand new model!"

"Affirmative!"

She smiled sadly. "He does that. Come on, you. Home. We've got work to do."

"Mistress, I also have a message from Master!"

"Oh?" She crouched again, curious. A panel slid open and a small lipstick tube appeared with a sticky note attached. She picked it up and began to laugh. '_Sonic lipstick_,' the note read. '_Harry shouldn't want one, but if he does I'm blaming you. Take care of K-9 -- The Doctor_'

* * *

"Can I talk to you for a minute?"

Rose sighed, but followed Mickey out into the familiar yard of the Powell Estate. "What's wrong?"

"Let me see your mobile," he asked quickly. She frowned but fished it out of her pocket, handing it over. He pressed a few keys and handed it back. Her brow furrowed.

"What'd you do?"

"Deleted my number," he admitted, shoving his hands in his pockets. He waited to be shouted at, but when he looked up he only saw stunned disbelief on her face. "I get it, I do. I ain't ever gonna be like him. It's good you found somethin' better, but I won't sit around waitin' on you to call 'cause you're stoppin' by for a haircut and want whatever it is you want from me. An' I can't not do it until I know for sure you ain't callin'."

"Mickey," she bit her lip, and he tried to pretend that there was something other than guilt in her tone.

"Your mum knows how to get me if you end up stayin' someday," he said suddenly. "But next time you're just visitin', I don't want to know. An'...yeah. That's it then."

"I'm sorry," she whispered. "I really am."

"Yeah, I know," he sighed and pulled her close for a hug. "Bye, Rose."

"Bye, Mickey," she leaned against the TARDIS as she watched him walk away. She reached back and opened the door, stumbling a little as it gave way behind her.

The Doctor quirked an eyebrow toward her, but she shook her head and crossed to the corridor. Sleep sounded nice...sleep sounded fantastic actually.

Maybe then her head would stop throbbing.


End file.
